Delaware: LLC Registered-Agent and Registered-Office Requirements
The short answer
A Delaware LLC must continuously maintain a Delaware registered office and a registered agent whose business office is identical with it. The LLC itself, a Delaware-resident individual, or a qualifying domestic or authorized foreign entity may serve; the address must include street, number, city, and postal code. Agents must accept and forward process and communications, and a virtual office or mail-forwarding service alone is insufficient. Resignation without a successor uses 30-day advance notice plus 30 days after filing, after which failure to replace the agent cancels the LLC's certificate and shifts service to the Secretary of State.
Ask Ezel about your situation
This is the general rule in Delaware. Ezel applies current Delaware law to your specific facts and answers with citations to the statutes.
| Governing law and terminology | Delaware Limited Liability Company Act; uses 'registered office' and 'registered agent for service of process' (6 Del. C. §§ 18-104 to -105) |
|---|---|
| Continuous designation duty | LLC must have and maintain a Delaware registered office and registered agent; formation certificate states both (§§ 18-104(a), 18-201(a)(2)) |
| Eligible individual | Individual must reside in Delaware and be generally present at a Delaware location often enough to perform agent functions; commercial individual agents have normal-hours requirements (§ 18-104(a), (e)–(f)) |
| Eligible entity and self-service | LLC may serve itself. Listed domestic entities and authorized foreign corporation, LLP, LP/LLLP, LLC, or statutory trust may serve; commercial agents have extra licensing/staffing rules (§ 18-104(a), (e)–(f)) |
| Registered office, address, and hours | Agent's business office must be identical with registered office; filed address includes street, number, city, postal code. Noncommercial agent must be available sufficiently often; commercial office staffed during normal business hours (§ 18-104(a), (e)–(f), (k)) |
| Consent and initial filing | Authorized person signs certificate naming office and agent; no separate statutory agent acceptance/signature filing. Division tells filer to contact a non-self agent before formation (§ 18-201; official form/guidance) |
| Change, resignation, and replacement | LLC changes agent/office by authorized-person amendment. Agent may file address/name change and notify LLC; successor substitution needs LLC ratification. No-successor resignation: 30-day pre-notice, then effective 30 days after filing (§ 18-104(b)–(d)) |
| Agent duties and service | Agent accepts and forwards process/communications and annual-tax notice, keeps a communications contact, and cannot operate solely through virtual office/mail forwarding; direct service follows § 18-105(a) (§ 18-104(e)–(g)) |
| Lapse consequences and fallback service | No successor by resignation's effective date cancels certificate; service then goes to SOS. If due diligence cannot complete § 18-105(a) service, SOS service is effective and SOS forwards process with delivery tracking (§§ 18-104(d), 18-105(b)) |
Compare this rule across all 50 states + DC →
Requirements one by one
Governing law and terminology
The Delaware Limited Liability Company Act, 6 Del. C. chapter 18, uses
registered office and registered agent for service of process. Section
18-104 makes both continuous requirements, while § 18-105 supplies the direct
and Secretary-of-State service routes.
Continuous designation duty
Under 6 Del. C. § 18-104(a), every LLC must “have and maintain” both a Delaware
registered office and a registered agent. Section 18-201(a)(2) makes the office
address and agent name/address part of the initial certificate of formation.
Eligible individual
An individual agent must reside in Delaware. The individual also must be
generally present at a designated Delaware location often enough to accept
process and perform the agent's functions.
If the individual serves more than 50 entities, § 18-104(f) treats the person as
a commercial registered agent and adds a Delaware principal residence or place
of business, business license, and normal-business-hours presence.
Eligible entity and self-service
Delaware expressly permits the LLC to serve as its own agent. It separately
allows a domestic LLC, corporation, partnership—including an LLP, LP, or
LLLP—or statutory trust. The foreign-entity list covers corporations, LLPs,
LPs/LLLPs, LLCs, and statutory trusts, and § 18-104(e)(1)(b) requires a foreign
entity agent to be authorized to transact business in Delaware.
Entity commercial agents serving more than 50 entities need a Delaware business
license and an office generally open during normal business hours with an
officer, director, or managing agent generally present.
Registered office, address, and hours
The agent's business office must be identical with the LLC's registered
office. Section 18-104(k) requires the filed address to include street, number,
city, and postal code, so a P.O. box alone is insufficient. The registered
office need not be a place where the LLC conducts business.
For a noncommercial entity agent, the office must be generally open; an
individual must be present sufficiently often to perform the role. The statute
uses a defined normal-business-hours staffing rule for commercial agents.
Consent and initial filing
Under 6 Del. C. § 18-201(a), one or more authorized persons execute the
certificate of formation. The filing states the registered-office address and
registered-agent name/address. The current Act and official form do not require
a separate agent acceptance or agent signature.
The Division of Corporations nevertheless tells a filer using someone other
than the LLC itself to contact the selected agent and inform it of the intended
appointment.
Change, resignation, and replacement
The LLC may file an authorized-person certificate of amendment changing only
the registered office or agent. Under 6 Del. C. § 18-104(b), an agent may also
file a blanket address or name change; filing changes each affected certificate
of formation, and the agent must promptly deliver a copy to each LLC.
An agent can resign and appoint a successor in one filing, but each affected LLC
must attach a ratification and approval. The successor takes over on filing.
Without a successor, the timing is two-stage. The agent gives the LLC written
notice at least 30 days before filing the resignation. The resignation then
takes effect 30 days after filing. If the LLC has not designated a new agent
by that effective date, its certificate of formation is canceled.
Agent duties and service
Section 18-104(e) requires the agent to accept and forward process and other
communications, forward the annual-tax statement or approved electronic
notice, and comply with identity/contact-verification regulations. The LLC must
give the agent a current natural-person communications contact under subsection
(g).
An agent cannot perform the role solely through a virtual office, a mail-
forwarding service, or both. Direct process under § 18-105(a) may reach a
Delaware manager or agent personally, an individual manager's or agent's
Delaware abode under the section's conditions, or the registered office or
another Delaware business place of the LLC.
Lapse consequences and fallback service
A no-successor resignation cancels the certificate if the LLC does not replace
the agent during the 30 days after filing. Once resignation is effective without
a replacement, process goes to the Secretary of State under § 18-105.
Section 18-105(b) separately permits Secretary service whenever the serving
officer cannot with due diligence use the direct methods in subsection (a).
Secretary service is as effective as direct service. The Secretary promptly
sends the LLC the papers using mail or courier service that records both mailing
or deposit and delivery by recipient signature.
What trips people up
The office and agent address are the same place. Delaware does not permit a
registered agent whose business office differs from the registered office.
A virtual office plus mail forwarding is not enough. Current § 18-104(e)(2)
expressly rejects performing the role solely through those arrangements.
No-successor resignation has two 30-day periods. Notice precedes the filing
by at least 30 days; effectiveness and the replacement deadline follow 30 days
after filing. Missing the second deadline cancels the certificate.
Common questions
Can the Delaware LLC be its own registered agent? Yes. Section
18-104(a)(2)a expressly lists the LLC itself, but it still needs the qualifying
Delaware office and availability.
Must every agent be present throughout normal business hours? Commercial
agents have that express rule. A noncommercial entity office must be generally
open, while an individual must be present sufficiently often to perform the
role.
Does an absent agent prevent service? No. Due diligence opens the
Secretary-of-State route, and resignation without replacement expressly shifts
later service there.
Statutes and sources
- 6 Del. C. § 18-104 — continuous office/agent duty, eligibility,
identical office, changes, resignation, availability, duties, communications
contact, commercial-agent rules, cancellation, and address fields.
https://delcode.delaware.gov/title6/c018/sc01/index.html
(accessed 2026-07-27) - 6 Del. C. § 18-105 — direct recipients and due-diligence
Secretary-of-State service and forwarding.
https://delcode.delaware.gov/title6/c018/sc01/index.html
(accessed 2026-07-27) - 6 Del. C. § 18-201 — authorized-person execution and initial registered-
office and agent contents.
https://delcode.delaware.gov/title6/c018/sc02/index.html
(accessed 2026-07-27) - Delaware Division of Corporations formation and agent-change forms — live
certificate fields, execution, and LLC-requested office/agent amendment.
https://corpfiles.delaware.gov/LLC_Forms/LLC%20Formation.pdf
(accessed 2026-07-27) - Delaware Division of Corporations formation guidance — physical street
address, self-service, and instruction to contact a selected outside agent.
https://corp.delaware.gov/howtoform/ (accessed 2026-07-27)
Source links
Every statute quoted above, linked, with the date we checked it.
Get the answer for your situation
You just read how Delaware handles this in general. Ezel applies current Delaware law to your facts and answers your specific question, with citations.
Opens in Ezel Pro. Every answer cites the authority it relies on.